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ARTICLE · 26 MAY 2021

SEC Approves Nasdaq's Direct Listing Rule

Mayer Brown
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The CDL Order cannot be modified or cancelled by the company once entered.

United StatesCorporate/Commercial Law
Brian D. Hirshberg
Brian D. Hirshberg
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On May 19, 2021, the Securities and Exchange Commission ("SEC") approved proposed rule changes submitted by The Nasdaq Stock Market LLC ("Nasdaq") that allow companies to list in connection with a concurrent primary offering.  The approved rule allows a company that has not previously had its equity securities registered under the Securities Exchange Act of 1934, as amended, to list its equity securities on the Nasdaq Global Select Market at the time of effectiveness of a registration statement pursuant to which the company will sell its shares in the opening auction on the first day of trading.

In determining whether the market value requirement for an initial listing is satisfied, Nasdaq will deem the requirement to be met if the amount of the company's unrestricted publicly-held shares before the offering, along with the market value of the shares to be sold by the company in its opening auction, is at least $110 million (or $100 million, if the company has

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